Westinghouse Westinghouse Electric CompanyLegal & Contracts, Environment. Health & SafetyP.O. Box 355Pittsburgh. Pennsylvania 15230-0355U.S.A.

September 5, 2006

ATIN: Document Control DeskU.S. Nuclear Regulatory CommissionOne White Flint North11555 Rockville PikeRockville, MD 20852

Noted Copy: Janice Dunn Lee, DirectorOffice of International ProgramsU.S. Nuclear Regulatory CommissionOne White Flint North11555 Rockville PikeRockville, MD 20852

Re: Notice Regarding Indirect Change of Control with Respect to 10 CFR Part 10Export Licenses

Dear Sir or Madam:

Westinghouse Electric Company LLC ("Westinghouse") is the holder of the 10 CFR Part1 10 Export Licenses listed on Exhibit A hereto (the "Export Licenses"). This letterprovides notice (the "Notice") by Westinghouse of the planned sale by British NuclearFuels plc ("BNFL"), the current parent company of Westinghouse, of its entire interest inWestinghouse to Toshiba Corporation ("Toshiba"). BNFL currently owns, indirectlythrough wholly-owned intermediate subsidiaries, 100% of the membership interest inWestinghouse. BNFL has entered into a Purchase and Sale Agreement with Toshiba, aJapanese corporation, whereby BNFL will sell to Toshiba all of its interest inWestinghouse. This transfer will be accomplished through a stock sale transactionbetween BNFL and Toshiba (the "Transaction") and will result in an indirect change ofcontrol of Westinghouse from BNFL to Toshiba.

By letter dated April 21, 2006, as supplemented by letters dated June 19, 2006 andAugust 16, 2006, Westinghouse filed with the NRC in connection with the

A BNFL Group company

Document Control DeskU.S. Nuclear Regulatory CommissionSeptember 5, 2006Page 2 of 3

Transaction an "Application for Consent to Indirect Change of Control with Respect toMaterials Licenses, Quality Assurance Program Approvals and Certificates ofCompliance." A copy of Westinghouse's April 21 Application is attached to this Noticeto provide additional details with respect to the Transaction. No amendments or changesto any of the Export Licenses will be necessary in connection with the Transaction.

Westinghouse will continue to be the licensee and holder of the Export Licenses listedon Exhibit A after the closing of the Transaction and the indirect change of control fromBNFL to Toshiba. Activities of Westinghouse subject to the Export Licenses willcontinue in their current form and Westinghouse will continue to fulfill allresponsibilities as the licensee. The Transaction also does not change any ofWestinghouse's existing commitments under the Export Licenses. There will be nochange to Westinghouse's operations, corporate structure or key operating personnel.Westinghouse will remain a U.S. company and will continue to be headquartered inPittsburgh, PA.

Westinghouse also intends to provide the United States Department of Energy, Office ofNuclear Transfer and Supplier Policy, National Nuclear Security Administration a noticeof the Transaction with respect to its 10 CFR Part 810 Export Authorizations.'

The indirect change of control of Westinghouse from BNFL to Toshiba will be effectiveas of the closing date of the Transaction. Currently, it is anticipated that the closing datewill be in late September 2006. Westinghouse will inform the Office of InternationalPrograms of the actual date of the closing after it occurs.

I n addition, on June 1,21006, the Committee on Foreign Investment in the United States("CFIUS") determined that there were no issues of national security sufficient to warrant aninvestigation of the Transaction and thereby cleared the Transaction under Section 721 of theFederal Defense Production Act See Letter dated June 1, 2006 from Clay Lowery, AssistantSecretary (International Affairs) to Mark D. Herlach, Esq. Sutherland Asbill & Brennan LLP.

Document Control DeskU.S. Nuclear Regulatory CommissionSeptember 5, 2006Page 3 of 3

Should there be any questions regarding this Notice or the Transaction as it relates to theExport Licenses listed on Exhibit A, please contact the undersigned at (412) 374-4614 orby email at campagla~westinghouse.com.

Very truly. yours,

Lisa A. CampagnaAssistant General Counsel

cc: Janice E. Owens - Sr. Export/Import Licensing Officer, Office of International ProgramsStuart A. Treby, Esq. -- Office of General CounselTrip Rothschild, Esq. - Office of General CounselJason Zorn, Esq. - Office of General CounselMary T. Adams -- Sr. Project Manager, Fuel Cycle Facilities Branch, FCSS, NMSS

EXMIIT A

U.S. NUCLEAR REGULATORY COMMISSION

EXPORT LICENSES OF

WESTINGHOUSE ELECTRIC COMPANY LLC

XR Plant Licenses With revision number

XRO081 Rev 12-RXR 107 Rev 5XRI150 Rev 4XR 153 Rev 3XR,162 Rev 3XR 163 Rev 3XR 167 _ _ _ _ _ _XR 169__ _ _ _ _

XCOM Component Licenses With revision number

XCOM 1014 Rev 2XCOM 1047 Rev 3XCOM 1072 Rev 1XCOM 1073 Rev 3XCOM 1082 Rev IXCOM 1093 Rev 3XCOM 1094 Rev 3XCOM 1102 Rev 2XCOM 1111 Rev 2XCOM 1113 1Rev IXCOM 1116XCOM 1149 ______

XSNM Fuel Licenses With revision number

XSNM 1719 Rev 2XSNM 2258 Rev 4XSNM 2609 Rev 3XSNM 2642 Rev 4XSNM 2785 Rev 2XSNM 2905 Rev 3XSNM 3002 Rev 3XSNM 3006 Rev 3

XSNM 3014 Rev 3XSNM 3034-R_________XSNM 3089 Rev 2XSNM 3097 Rev 1XSNM 3163 Rev 2-RXSNM-325'9 ________XSNM 3264 Rev 1XSNM 3340 ________

XW Waste License with revision number

XW 003 Rev 4

And all pending License Applications in process

XCOM 1170IXSNM 3461II

OWestinghouse Westinghouse Electric CompanyPittsburgh, Pennsylvania 1 5230-0355U.SA

April 21, 2006

ATT N: Document Control DeskU.S. Nuclear Regulatory CommissionOne White Flint North11555 Rockville PikeRockville, MD 20852

Noted Copy: Jack Strosnider, DirectorOffice of Nuclear Material Safety and SafeguardsU.S. Nuclear Regulatory CommissionTwo White Flint North11545 Rockville PikeRockville, ML) 20852

Re: Application for Consent to Indirect Change of Control with Respect to MaterialsLicenses, Quality Assurance Program Approvals and Certificates of Compliance

Dear Sir or Madam:

Enclosed for filing with the U.S. Nuclear Regulatory Commission ("NRC") is anApplication of Westinghouse Electric Company LLC ("Westinghouse") for Consent toIndirect Change of Control with respect to the materials licenses, quality assuranceprogram approvals and certificates of compliance held by Westinghouse and morespecifically listed on Exhibit A to the enclosed Application. The filing and requestedNRC consent is necessitated by the planned sale by British Nuclear Fuels plc ("BNFL"),the current parent company of Westinghouse, of its entire interest in Westinghouse toToshiba Corporation ("Toshiba7).

BNFL currently owns, indirectly through wholly-owned intermediate subsidiaries, 1 00%/of the membership interest in Westinghouse. As more fully described in the Application,the sale of Westinghouse will be accomplished, in part, by BNFL selling to Toshiba theshares of BNFL USA Group Inc. ("BNFL USA"), BNFL's wholly-owned holdingcompany through which it operates in the U.S. and through which it owns Westinghouse(the 'Transaction"). Toshiba intends to hold its ownership interest in BNFL USA andthus, indirectly, Westinghouse through a newly created intermediate holding company("NewCo") of which it will be the majority and controlling owner (5 1% or more).Toshiba currently is in discussions with potential minority owners of NewCo and, if

A BNFL Group company

Document Control DeskU.S. Nuclear Regulatory CommissionApril 21, 2006Page 2 of 4

applicable, will issue shares in NewCo to such minority owners. However, Toshiba willmaintain control of Westinghouse at all times after the closing through its ownership,indirectly through NewCo, of at least 5 1% of the membership interest in Westinghouse.This will result in the indirect transfer of control of Westinghouse from BNFL toToshiba.

Toshiba has been an industry leader in Japan's commercial nuclear industry since 1966when it worked on Japan's first light water reactor. It continues its active involvement inconstructing new nuclear power plants in Japan today, with two new nuclear plants usingToshiba components having commenced commercial operations in 2005. Toshiba alsodesigns, develops and manufactures key components for nuclear plants in Japan andengages in other businesses outside of the commercial nuclear business. Toshiba hassubstantial (non-nuclear) manufacturing and other operations in the US and employsmore than 6,000 people in the US, generating annual sales in the US of $7 billion.

There will be no change to Westinghouse's operations, corporate structure, keyoperating personnel or Ilicensed activities as a result of the Transaction and the indirectchange of control. Westinghouse will remain a U.S. company and will continue to beheadquartered in Pittsburgh, PA.

Westinghouse will continue to be the holder of the licenses, approvals and certificateslisted on Appendix A after the closing of the Transaction and the indirect change ofcontrol. Moreover, Westinghouse will remain technically and financially qualified asthe licensee and will continue to fulfill all responsibilities as the licensee. CurrentWestinghouse employees responsible for licensed materials and activities will continueto be responsible for such materials and activities after the closing and the indirectchange of control.

The indirect change of control of Westinghouse from BNFL to Toshiba will not affectthe organizational or operational structure described in the licenses, approvals andcertificates. Further, there will be no change in operating organizations, locations,facilities, equipment or procedures associated with the licensed activities; and there willbe no change in the use, possession, locations or storage of licensed materials as a resultof the Transaction. Licensed activities of Westinghouse will continue in their currentform without interruption of any kind resulting from the indirect change of control. Noamendments to the licenses, approvals and certificates will be necessary in connectionwith this request for consent.

The closing of the Transaction involves review and/or approval of other US federal andstate and international regulatory agencies in addition to the consent requested of theNRC in the Application. Currently, it is anticipated that the closing date will be in the

Document Control DeskU.S. Nuclear Regulatory CommissionApril 21, 2006Page 3 of 4

third quarter of 2006 (the "Closing Date"). Therefore, Westinghouse requests that theNRC consent to the change of control effective as of the Closing Date of the transaction.Westinghouse will keep the NRC informed of the progress in obtaining other regulatoryapprovals and closing the Transaction and, once established, the actual date set as theClosing Date of the Transaction.

Westinghouse also would appreciate the NRC adding the individuals on the attached listto the service list for correspondence related to the Application.

Should there be any questions regarding the Application or the licenses, approvalsand certificates listed on Appendix A that are the subject of the Application, or anyquestions regarding Toshiba, please contact the appropriate contact individual(s)listed in the Application.

Very truly yours,

F. Ramsey CoatesSenior Vice President and General Counsel

Enclosure

cc: Administrator, USNRC Region I and Nuclear Material SectionAdministrator, USNRC Region HI and Material Licensing/Inspection BranchAdministrator, USNRC Region Ill and Material Licensing Section

Document Control DeskU.S. Nuclear Regulatory CommissionApril 21, 2006Page 4 of 4

ADDITIONS TO SERVICE LIST

Lisa A. CampagnaAssistant General CounselLegal, Contracts and Environmental Health & SafetyWestinghouse Electric Company LLC4350 Northern PikeMonroeville, PA 15146Telephone: (412) 374-4614Fax: (412) 374-6122E-Mail: camnpagla~westinghouse.com

Barton Z.Cowan, Esq.307 South Ditbridge Street, #814Pittsburgh, PA 15213-3519Telephone: (412) 418-2414Fax: (412) 682-6555E-Mail: teribart61@aol.com

Mark D. Herlach, Esq.Sutherland Asbill & Brennen L.L.P.1275 Pennsylvania Avenue, NWWashington, D.C. 20004-2415Telephone (202) 383-0172Fax (202) 637-3593E-Mail: mark.herlach@sablaw.com

William R. HoliawayRobert W. WamnementSkadden, Arps, Slate, Meagher & Flom LLP1440 New York Avenue, N.W.Washington, D.C. 20005-2111Telephone: (202) 371-7000Fax: (202) 393-5760E-Mail: whollawa@skadden.comE-Mail: rwarneme@skadden.com

APPLICATION FOR CONSENT TOINDIRECT CHANGE OF CONTROL

WITH RESPECT TOMATERIALS LICENSES, QUALITY ASSURANCE PROGRAM APPROVALS

AND CERTIFICATES OF COMPLIANCE

1.0 INTRODUCTION

Pursuant to 10 C.F.R. §§ 30.34,40.46 and 70.36, Westinghouse Electric Company LLC, aDelaware limited liability company ("Westinghouse"?), requests the US Nuclear Regulatory

Commission ("NRC" or the "Commnission") to grant its consent to the indirect change in control

of Westinghouse from British Nuclear Fuels plc ("BNFL") to Toshiba Corporation ("Toshiba"').

Westinghouse holds certain materials licenses, quality assurance program approvals and

certificates of compliance issued by the NRC pursuant to 10 C.F.R. Parts 30, 40, 70 and 71

("licenses, approvals and certificates"). The licenses, approvals and certificates appli cable to this

Application are listed on Exhibit A. Westinghouse currently is a wholly-owned subsidiary of

BNFL, a United Kingdom corporation. Ownership of Westinghouse by BNFL is through a

series of intermediary US and UK subsidiary companies that are, also wholly-owned by BNFL.

The Commission previously approved BNFL's acquisition of Westinghouse from CBS

Corporation ("CBS") in 1999. 1

BNFL has entered into a Purchase and Sale Agreement with Toshiba, a Japanese corporation,

whereby BNFL will sell to Toshiba all of its interest in Westinghouse. This transfer will be

accomplished through a stock sale transaction between BNFL and Toshiba, more fully described

below (the "Transaction"), and will result in an indirect transfer of control of Westinghouse from

NRC Order Approving Transfer of Westinghouse Materials Licenses, Quality Assurance ProgramApprovals, and Certificates of Compliance from CBS to BNFL, Letter from C. Emeigh, NRC/NMSS, to3. Nardi, Westinghouse (Mar. 10, 1999).

LD1755, Final 04-21-06

BNFL to Toshiba. Westinghouse by this Application therefore is requesting that, pursuant to

applicable law and NRC regulations, the NRC consent to this indirect change of control with

respect to its licenses, approvals and certificates.

Closing of the Transaction involves review and/or approval of other US federal and state and

international regulatory agencies, including Hart-Scott-Rodino review, Exon-Florio review,

Federal Communications Commission review and NRC Agreement State review (the states of

Washington, Utah, and South Carolina) in addition to the consent requested of the NRC.

Currently, it is anticipated that the closing date will be in the third quarter of 2006 (the "Closing

Date"). Therefore, Westinghouse requests that the NRC consent to the change of control

effective as of the Closing Date of the Transaction. Westinghouse will keep the NRC informed

of the progress in obtaining other regulatory approvals and closing the Transaction and, once

established, the actual date set as the Closing Date of the Transaction.

From and after the Closing Date, Westinghouse, as more fully discussed below, will continue to

be the holder of the licenses, approvals and certificates listed on Appendix A. Westinghouse

will remain technically and financially qualified as the licensee and will continue to fulfill. all

responsibilities as the licensee. Current Westinghouse employees responsible for licensed

materials and activities will continue to be responsible for such materials and activities after the

Closing Date and the indirect change of control. The indirect change of control will not affect

the organizational or operational structure described in the licenses, approvals and certificates.

Further, there will be no change in operating organizations, locations, facilities, equipment or

procedures associated with the licensed activities; and there will be no change in the use,

possession, locations or storage of licensed materials as a result of the closing of the Transaction.

Licensed activities will continue in their current form without interruption of any kind resulting

from the indirect change of control. No amendments to the licenses, approvals and certificates

will be necessary in connection with this request for consent. Westinghouse will remain

headquartered in Pittsburgh, PA.

-2-LD1755, Final 04-21-06

In accordance with NUREG-1 556, Volume 15, section 5 and Appendix F, Westinghouse

provides the following information regarding the Transaction to allow the NRC to review the

proposed indirect change of control.2

2.0 THlE PARTIES

2.1 BNFL

BNFL, the parent company of Westinghouse, acquired Westinghouse in 1999 from CBS. BNFL

currently owns indirectly through wholly-owned intermediate subsidiaries 100% of the

membership interest in Westinghouse. BNFL is wholly-owned by the Government of the United

Kingdom, and has as its sole shareholder the U.K Department of Trade and Industry.

2.2 TOSEIIIIA

Toshiba is a leader in the Japanese commercial nuclear industry. Toshiba has been involved in

the Japanese nuclear business since 1966, when it worked on Tsuruga Nuclear Power Station

Unit No. 1, Japan's first light water reactor. Toshiba is actively involved in constructing new

nuclear power plants in Japan. Two new nuclear plants using Toshiba components started

commercial operations in 2005 - Higashidori-1, an 1, 100 MWe BWR with a Toshiba-supplied

nuclear steam supply system and balance of plant, and Hanioaka-5, a 1,380 MWe BWR with a

Toshiba-supplied nuclear steam supply system. In addition to constructing new nuclear plants,

Toshiba also designs, develops and manufactures key components for nuclear plants in Japan,

including reactor internals and instrumentation and control systems.

In addition to its long-established role in the Japanese nuclear power industry, Toshiba and its

subsidiaries manufacture power transmission and distribution systems, elevator systems, and

2 NUREG- 1556, Volume 15, Consolidated Guidance About Materials Licenses - Guidance AboutChanges of Control andAbout Bankruptcy Involving Byproduct, Source, or Special Nuclear Materials-Licens&-, -Setion 5 (-Chaftgeof Cizfro 1' (FnlRprNv.20)di1R Rgltr sSummar 2001-04, ssuance of Updated Guidance on the Transfer of Ownership or Control of LicensedActivities (NUREG-1556, Volume 15) " including Appendix F ("Information Needed for Transfer ofControl Application").

-3-LD1755, Final 04-21-06

medical imaging systems in Japan. Toshiba also sells electronic devices and digital products,

such as laptop computers and televisions, in markets around the world, including the US.

Toshiba is a large corporation with significant financial strength. Worldwide, Toshiba has

approximately 165,000 employees and annual revenues of $55 billion. Toshiba has substantial

manufacturing and other operations in the US in the states of California, New Jersey, New York,

South Dakota, Tennessee and Texas. Toshiba employs more than 6,000 people in the US and

has annual sales in the US of $7 billion.

2.3 CONTACT INFORMATION

The Westinghouse contact and telephone number(s) to facilitate communications with respect to

the licenses, approvals and certificates will remain:

Mr. A. Joseph Nardi, License AdministratorLegal, Contracts and Environmental Health & SafetyWestinghouse Electric Company LLC4350 Northern PikeMonroeville, PA 15146Telephone: (412) 374-4652Fax: (412) 374-3832E-Mail: nardiaj~westinghouse.com

Also, for information regarding this Application, please contact:

Lisa A. CampagnaAssistant General CounselLegal, Contracts and Environmental Health & SafetyWestinghouse Electric Company LLC4350 Northern PikeMonroeville, PA 15146Telephone: (412) 374-4614Fax: (412) 374-6122E-Mail: campagla~westinghouse.com

-4-LD1755, Final 04-21-06

For information regarding Toshiba, please contact:

William R. HollawayRobert W. WarnementSkadden, Arps, Slate, Meagher & Flom LLP1440 New York Avenue, N.W.Washington, D.C. 20005-2111Telephone: (202) 371-7000Fax: (202) 393-5760E-Mail: whollawa@skadden.comE-Mail: rwarneme@skadden.com

3.0 INFORMATION NEEDED BY NRC FOR CONSENT TO INDIRECT CHANGEOF CONTROL

3.1. DESCRIEPTION OF THE TRANSACTION

3.1.1 THlE TRANSACTION

The following is a brief description of BNFL's US holdings and is provided to understand the

Transaction as it relates to the requested consent to indirect change of control. BNFL owns one

hundred percent (100%) of the issued and outstanding shares of Westinghouse through a chain

of UK and US subsidiary companies which are also wholly-owned by BNFL. BNFL owns

100% of the shares of BNFL (Investments US) Ltd., a UK corporation ("BNFL Investments'),

which, in turn, owns 100% of the shares of BNFL USA Group Inc., a Delaware corporation

("BNFL USAX). BNFL USA is the BNFL US holding company through which BNFL operates

in the US. BNFL USA, in turn, owns 100% of the shares of BNFL Nuclear Services Inc., a

Delaware corporation ("BNsr'), which, in turn, owns 100% of Westinghouse. An organization

chart depicting this pre-Transaction ownership structure is attached as Exhibit B- 1.

To effect the sale of Westinghouse to Toshiba, BNFL, through BNFL Investments, will sell to

Toshiba all of the stock of BNFL USA. This will result in the indirect sale and transfer of

---ontrol of the entire Westinghouse business in the US-from-BNFL- and-BNFL -Investments to -

-5-LD1755, Final -04-21-06

Toshiba.? The Transaction will not change the name of Westinghouse. The licensed holder of

the licenses, approvals and certificates will remain Westinghouse Electric Company LLC. See

Section 2.3 above for the continuing licensee contacts.

Toshiba intends to establish a new intermediate holding company ("NewCo") for the purpose of

acquiring the stock of BNFL USA and thus, through BNSI, indirectly 100% of Westinghouse.

Toshiba will be the majority owner and have a controlling interest in NewCo. NewCo will issue

shares to Toshiba and, if applicable, to potential minority investors with whom Toshiba currently

is in discussions. Upon closing, Westinghouse will be 100% owned by NewCo, which will be

majority (5 1% or more) owned by Toshiba. An organization chart depicting this post-

Transaction ownership structure is included in Exhibit B-2.

Toshiba will maintain control of Westinghouse at all times after the closing of the Transaction

through its ownership of at least 5 1% of the membership interest in Westinghouse. The potential

minority, non-controlling investors in Westinghouse are major US and Japanese equity and

financial investors. It is Toshiba~s intent that no such minority investments will constitute a

change of control of Westinghouse. Westinghouse will inform the NRC of any minority, non-

controlling shareholders prior to the Closing Date.

Currently, the Board of Directors of Westinghouse is made up of seven members. Three

Directors are US citizens and four Directors, including the Chairman of the Board, are UK

citizens. Following the Transaction, the current Board members who are UK citizens will, and

other Board members may, be replaced with members who are either US or Japanese citizens.

3 BNFL USA also owns 100% of the stock of BNFL Inc., a Delaware corporation and another BNFLsubsidiary that will be included in the sale to Toshiba. However, this company and its holdings hold nonuclear-related licenses and thus are not relevant to the Application. In addition, BNFL also will beselling to Toshiba 100% of the shares of Westinghouse Electric (UK) Ltd., a UK corporation and wholly-owned subsidiary of BNFL, which 'is the holding comnpan y for all ofthe Westinghos managecompanies and businesses in the UK and in Europe. These aspects of the sale do not affect any ofWestinghouse's NRC licenses, approvals and certificates and is noted for purposes of fully informing theNRC of the scope of the entire sale transaction.

-6-LD1755, Final 04-21-06

Although the exact number and composition of the Board of Directors of Westinghouse

following closing of the Transaction has not yet been determined, Toshiba intends to maintain

US presence on the Board.

Currently, the officers of Westinghouse are all citizens of the US or the UK. Toshiba expects to

retain most, if not all, of Westinghouse's current officers following closing of the Transaction.

In the event that certain officer(s) are replaced, such officer(s) will be replaced with individuals

who are either US or Japanese citizens.

3.1.2 REQUIRED NRC FINDINGS

In the area of materials licensing, under the Atomic Energy Act of 1954, as amended ("AEA"),

the NRC must make a finding that the indirect change of control of Westinghouse's, licenses,

approvals and certificates would not be "inimical to the common defense and security, and

would not constitute an unreasonable risk to the health and safety of the public." See 42 U.S.C.

§§ 2078(c), 2093(b), 2112(b). The indirect change of control of Westinghouse from BNFL,owned by the UK government, to Toshiba, a Japanese private corporation, meets this standard.

There will be no change to Westinghouse's operations, headquarters, corporate structure, key

personnel or licensed activities as a result of the indirect change of control. The Westinghouse

Board of Directors will all be US or Japanese citizens. The management of special nuclear

material will remain under the control of US citizens. Toshiba will not have access to either

restricted data and/or other classified information or sensitive nuclear technology by virtue of its

interest as a purchaser of the Westinghouse business.

Moreover, the UK and Japan are among the US's closest allies and most stalwart

supporters of nuclear non-proliferation and the suppression of terrorism. Japan and the

US have a long history of cooperation on nuclear security and nuclear non-proliferation

and perhaps no nation has a greater appreciation of and interest in nuclear non-.

-7-LD1755, Final 04-21-06

proliferation than Japan4. Thus, under the Transaction, the indirect change of control of

Westinghouse from BNFL to Toshiba is not inimical to the common defense and security

of the United States and will not constitute an unreasonable risk to the health and safety

of the public.

3.2 CHANGES OF PERSONNEL

The Transaction will result in no changes in Westinghouse personnel or management having

direct operational responsibility for, and control of, licensed activities. There will be no changes

in personnel who are listed on the licenses, approvals and certificates or referred to in the

supporting documentation as a result of the Transaction. There will be no changes in personnel

responsible for radiation safety or use of licensed material in the licenses, approvals and

certificates possessed by Westinghouse.

3.3 CHANGES OF LOCATION, EQUIPMENT & PROCEDURES

The Transaction will not -result in changes in Westinghouse's headquarters, or operational

organization, location, facilities, equipment or procedures related to the licenses, approvals and

certificates possessed by Westinghouse. There will be no changes in the use, possession,

location or storage of the licensed material as a result of the indirect change of control under the

Transaction.

4 Japan is a party to the Nuclear Non-Proliferation Treaty. Japan and the US also have a bilateralAgreement for Cooperation Concerning Peaceful Uses of Nuclear Energy. Moreover, Japan was one ofthe first signers of the International Convention for the Suppression of Acts of Nuclear Terrorism.Japanese companies, including Toshiba, have been successfully working under nuclear technologylicenses from the US for more than 30 years. Just like the US, Japan is a member of the NuclearSuppliers Giua multiniationialgro-iq, of n-uclear- supplier countries that contributes to the non-proliferation of nuclear weapons through the implementation of guidelines for nuclear exports andnuclear-related exports. Both Japan generally, and Toshiba in particular, have consistently, shownthemselves to be good nuclear citizens.

LD1755, Final 04-21-06

3.4 SURVEILLANCE RECORDS

The indirect change of control under the Transaction will have no effect on Westinghouse's

surveillance records. All licensed activities of Westinghouse, including all required surveillance

including leak tests, physical inventories and ventilation measurements, will continue on an

ongoing basis without interruption. All surveillance items and records will continue to be

maintained in their existing state and in accordance with applicable requirements at the time of

the indirect change of control of Westinghouse from BNFL to Toshiba.

3.5 DECOMMISSIONING AND RELATED RECORDS TRANSFERS

3.5.1 DECOMMISSIONING RECORDS

The indirect change of control under the Transaction will have no effect on Westinghouse's

decommissioning records. The Transaction will not involve the physical relocation of any

records and all records concerning the safe and effective decommissioning of Westinghouse's

facilities will remain with Westinghouse. On the Closing Date, the status of the licensed

facilities, including but not limited to the status of decontamination and decommissioning

activities, will be identical to their status prior to the Closing Date.

3.5.2 DECOMMISSIONING FINANCIAL ASSURANCE

The indirect change of control will not affect Westinghouse's continued compliance with

requirements for financial assurance for decommissioning. Westinghouse will remain

responsible for the current status and future decommissioning and cleanup of all licensed

facilities that are the subject of this request for consent to indirect change of control.

Westinghouse currently has in place financial instruments, complying with the regulations

specified in 10 C.F.R..§§ 30.35, 4O.36-and 70.25, to meet the NRC's decommissioning financial

-9-LD1755, Final 04-21-06

assurance requirements for which it bears responsibility5. Westinghouse provides

decommissioning financial assurance to meet the NRC's requirements in the form of standby

letters of credit and an associated standby trust agreement, which are on file with the

Commission.

Westinghouse (or Toshiba on behalf of Westinghouse) will continue this same structure for

providing decommissioning financial assurance following the change of control. The current

intent is to keep in place the existing Westinghouse letters of credit and associated standby trust

agreement that are already on file and have already been accepted by the NRC. Westinghouse

will confirm this intent with the NRC in sufficient time for the NRC to approve this Application

for consent to indirect change of control effective as of the Closing Date. In the event that

Westinghouse (or Toshiba on behalf of Westinghouse) proposes to use letters of credit or an

associated standby trust agreement that are different from those currently on file with the NRC,

Westinghouse will submit to the NRC a form of the new letters of credits and standby trust

agreement for NRC review in time for the NRC to approve this Application for consent to

indirect change of control effective as of the Closing Date. In either event, the financial

assurance instrument(s) will comply with all applicable NRC requirements and be in an amount

necessary to fulfill Westinghouse's decommissioning financial assurance responsibilities for the

facilities associated with the materials licenses for which such assurance is required.

3.6 TRANSFEREE'S COMMITMENT TO ABIDE BY THE TRANSFEROR'SCOMMITMENTS

The indirect change of control of Westinghouse from BNFL to Toshiba does not create a new

licensee and does not change any of Westinghouse's existing commitments under the licenses,

5 Under the terms of the 1999 Asset *Purchase Agreement by which BNFL purchased Westinghousefrom CBS, CBS committed to the NRC to provide decommissioning financial assurance for certain"retired facilities" under Westinghouse license SNM-770 applicable to the Waltz Mfill Service Center site.Westinghouse retained the responsibility for the decommissioning financial assurance under SNM-770for the remaining "active facilities" at the site. The indirect change of control of Westinghouse from-BNFL- to Toshiba under the Transaction will -not affect these existing financial assurance commitmentsfor the Waltz Mill site. Both Westinghouse and CBS will continue to maintain their respectivedecommissioning financial assurance commitments to the NRC. under SNM-770.

- 10-LD1755, Final 04-21-06

approvals and certificates. Westinghouse as the holder of the licenses, approvals and certificates

will continue to abide by all commitments contained in such licenses, approvals and certificates.

In addition, upon the closing of the Transaction, Toshiba will abide by all of Westinghouse's

commitments made prior to the indirect change of control from BNFL. Accordingly, Exhibit C

is a form of letter from Toshiba to the NRC (the "Commitment Letter") that when executed and

submitted by Toshiba will confirm that Toshiba, as the new majority and controlling owner of

Westinghouse, will abide by all constraints, license conditions, requirements, representations,

and commitments identified in and attributed to Westinghouse's existing licenses, approvals and

certificates. Toshiba will submit to the NRC an executed Exhibit C Commitment Letterin time

for the NRC to approve this Application for consent to indirect change of control effective as of

the Closing Date.

LD1755, Final 04-21-06

4.0 CONCLUSION

For the reasons stated above, Westinghouse Electric Company LLC requests that the NRC

provide its consent to the indirect change of control of Westinghouse from BNFL to Toshiba as

it relates to the materials licenses, quality assurance program approvals and certificates of

compliance listed in Exhibit A, with such consent to be effective as of the Closing Date of the

Transaction, as referenced above. As set forth in the form of Toshiba Commitment Letter set

forth in Exhibit C, Toshiba will concur in this request by executing the Commitment Letter and

submitting it to the NRC under separate cover.

WESTINGROUS LECTRIC COMPANY LLC

Name: F. Ramsey Coatesu

Title: Senior Vice President & General Counsel

- 12-LD1755, Final 04-21-06

AFFIRMATION

1, F. Ramsey Coates, do hereby affirm that: (1) I am the Senior Vice President and General

Counsel of Westinghouse Electric Company LLC, (2) 1 am duly authorized to execute and file

this certification on behalf of Westinghouse Electric Company LLC, and (3) the statements set

forth in the attached Application for Consent to Indirect Change of Control are true and correct

to the best of my information, knowledge and belief.

By:

F. Ram Cy ates

COMMONWEALTH OF PENNSYLVANIA)

COUNTY OF ALLEGHENY )

I hereby certifyr that on the 2 1st day of April, 2006,, before me, the subscriber, a Notary Public ofthe Commonwealth of Pennsylvania, personally appeared F. Ramsey Coates, being duly sworn,and states that he is the Senior Vice President and General Counsel of Westinghouse ElectricCompany LLC; that he provides the foregoing Application for the purposes therein set forth; thatthe statements made are true and correct to the best of his knowledge and belief; and that he isauthorized to provide the Application on behalf of said Company.

/IWITNESS my Hand and Notarial Seal I

Notary Public

My Commission Expires: '1ý11'COMMONWEALTH OF PENNSYLVANIA

NOWMSealPgtuda L Crmwn Notaiy PdAic

MMMeve Elm. meftw C~dIMy C=udssion Bor~es Feb. 7.2009

Member, Pennsylvania Association of Notaries

- 13 -LD1755, Final 04-21-06

APPLICATION FOR CONSENT TOINDIRECT CHANGE OF CONTROL

WITH RESPECT TOMATERIALS LICENSES, QUALITY ASSURANCE PROGRAM APPROVALS

AND CERTIFICATES OF COMPLIANCE

INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION

A NRC Materials Licenses, Quality AssuranceProgram Approvals and Certificates ofCompliance of Westinghouse Electric Company

____ ___ ___ ____ ___ ___ ___ LLC

B- 1 and 2 Westinghouse Organization Chart Before andAfter the Transaction

C Letter from Toshiba Committing to Abide by_____________________________ Commitments

D Form of Financial Assurance Documents forDecommissioning - If Needed Will Be ProvidedLater

-14-LD1755, Final 04-21-06

EXHIBIT A

U. S. NUCLEAR REGULATORY COMMISSION

MATERIAL LICENSES, QUALITY ASSURANCE PROGRAM APPROVALS ANDCERTIFICATES OF COMPLIANCE OF

WESTINGHOUSE ELECTRIC COMPANY LLC

Material Licenses

Facility Name License Facility Type of Comments:Number: Address: License:

Westinghouse Blf odSpecial Active FuelCommercial Fuel SNM- 1107 Bolumbia Soa Nuclear Fabrication

Fabrication Facility Couba CMaterial Facility

Westinghouse Science Beulahi Road Broad Scope, Active R&Dand Technology SNM-1460 Pittsburgh, PA Combined Center

Department 15235 Materials

Westinghouse Waltz P.O. Box 158 Broad Scope, Active ServiceMill Site SNM-770 Madison, PA Combined Center

Materials

Hemtit Ncler Fel3300 State Road Sp~ecialHmttNulaFul SNM-33 PNuclear InManufacturing Facility Festus, MO Material Decommissioning

___ __ __ _1___1_ 63028 1 _ _ _ _ _ _ 1 _ _ _ _ _ _ _

Transportation Quality Assurance Program Approvals

Facility License Tp fLcne omnsName Number: Tp fLcne omns

Westinghouse Quaity Transp~ortationElectric Assurance Quality Used by SNM-

Coman AproalAssurance 1107 andLCopy Appbroval8 Program, full SNM-1460

____________scope program.

Westinghouse Quality TransportationElectric Assurance Quality Used by SNM

Compay AppovalAssurance 3LCopn Appbroval0 Program, "use

LLCNumer 090 only" program. I_____

15-LD1755, Final 04-21-06

EXHIBIT A (continued)

U. S. NUCLEAR REGULATORY COMMISSION

MATERIAL LICENSES, QUALITY ASSURANCE PROGRAM APPROVALS ANDCERTIFICATES OF COMPLIANCE OF

WESTINGHOUSE ELECTRIC COMPANY LLC

Transportation Package Approvals (Certificates of Compliance)

Facility License Number: Package Comments:Name Identification

Westinghouse Certificate of Super Tiger,Electric Compliance Model No. 6400

Company Number 6400 PackageLLC

Westinghouse Certificate of New FuelElecricCompliance Shpping

Company Number 9239 Container, MCCLLC series

Westinghouse Certificate ofElectric Compliance 927 Package

Company Number 6078LLC

Westinghouse Certificate ofElectric Compliance CE-B 1 Container

Company Number 9272LLC

Westinghouse Certificate of AB20Electric Compliance AB20

Company Number 9274 ContainerLLC

Westinghouse Certificate ofElectric Compliance Patriot Container

Company Number 9292LLC

Westinghouse Certificate of Tve TElectric Compliance rveST&

Company Number 9297 Travler XLLLC II

- 16-LD1755, Final 04-21-06

EXHIIT B I

WESTINGHOUSE ORGANIZATION CHART BEFORE THE TRANSACTION*

* Note that this chart (i) is a simplified organizational chart that is intended todepict BNFL's pre-Transaction ownership of Westinghouse ElectricCompany LLC, and (ii) does not include certain subsidiary companies thatare not relevant to understanding the Transaction as it relates to the indirectchange in control of Westinghouse Electric Company LLC.

-17-1D 1755, FMna 04-21-06

EXHEIBIT B 2

WESTINGHOUSE ORGANIZATION CHART AIFTER THE TRANSACTION*

Non-controllingminority investors** *

* Note that this chart (i) is a simplified organizational chart that is intended todepict Toshiba's post-Transaction ownership of Westinghouse ElectricCompany LLC and (ii) does not include certain subsidiary companies thatare not relevant to understanding the Transaction as it relates to the indirectchange in control of Westinghouse Electric Company LLC.

** Toshiba may own this interest directly or through one or more wholly-ownedintermediate holding companies.

*** Minority, non-controlling investors, if any, to be identified by Toshiba priorto the Closing Date.

**A new name that removes reference to "BNFL" will be identified prior to theClosing Date.

LD1755, Final 04-21-06

EXHIBIT C

FORM OF LETTER FROM TOSHIBACOMMITTING TO ABIDE BY COMMITMENTS

Document Control DeskUS Nuclear Regulatory CommissionWashington, DC 20555

Subject: Westinghouse Electric Company LLC -- Application for Consent to Indirect Changeof Control with Respect to Materials Licenses, Quality Assurance Program Approvalsand Certificates of Compliance

Gentlemen:

This letter is in furtherance of and a part of the Application for Consent to IndirectChange of Control of Westinghouse Electric Company LLC ("Westinghouse") (the"Application") filed with the US Nuclear Regulatory Commission ("NRC") and related to theMaterials Licenses, Quality Assurance Program Approvals and Certificates of Compliance ofWestinghouse referenced in the Application. The need for the requested NRC consent arisesfrom the sale by British Nuclear Fuels plc ("BNFL") to Toshiba Corporation ("Toshiba") ofBNFL's entire interest in Westinghouse (the "Transaction"). Included in the Transaction, asmore fully described in the Application, is the transfer by I3NFL, through its wholly-owned UKsubsidiary BNFL (Investments US) Ltd., of 100% of the stock of BNFL USA Group Inc., aDelaware corporation ("BNFL USA") and wholly-owned BNFL subsidiary, which is the holdingcompany through which BNFL operates in the US. BNFL USA, in turn, owns 100% of theshares of BNFL Nuclear Services Inc., a Delaware corporation, which, in turn, owns 100% ofWestinghouse. Thus, the sale by BNFL to Toshiba of 100% of BNFL USA will result in theindirect change of control from BNFL to Toshiba of Westinghouse, which holds the licenses,approvals and certificates more fully described in the Application.

In accordance with NUREG-1 556, Volume 15, section 5.6, dated November 2000, and inorder to support Westinghouse's request for NRC consent to the indirect change of control ofWestinghouse from BNFL to Toshiba as it relates to the licenses, approvals and certificates heldby Westinghouse, Toshiba hereby makes the following statements and representations:

1. I am the [title] of [Toshiba Corporation] and am authorized to file this letter with theNRC on behalf of Toshiba.

2. After the closing of the Transaction discussed above, Toshiba will become theindirect majority owner of and have a controlling interest in Westinghouse, which

-19-LD1755, FMna 04-21-06

will remain the licensee and holder of the licenses, approvals and certificates set forthin the Application.

3. The Transaction will result in no changes in Westinghouse personnel or managementhaving direct operational responsibility for, and control of, licensed activities. Therewill be no changes in personnel of Westinghouse who are listed on the licenses,approvals and certificates or referred to in the supporting documentation as a result ofthe Transaction. There will be no changes in personnel responsible for radiationsafety or use of licensed material in the licenses, approvals and certificates possessedby Westinghouse.

4. The Transaction will not result in changes in Westinghouse's headquarters, oroperational organization, location, facilities, equipment or procedures related to thelicenses, approvals and certificates possessed by Westinghouse. There will be nochanges in the use, possession, location or storage of the licensed material as a resultof the indirect change of control under the Transaction.

5. Toshiba, as the new majority and controlling owner of Westinghouse, will abide byall constraints, license conditions, requirements, representations, and commitmentsidentified in and attributed to Westinghouse in its existing licenses, approvals andcertificates.

6. Toshiba agrees to accept responsibility for the provision by Westinghouse of thedecommissioning financial assurance required by the NRC with respect to thematerials licenses set forth in the Application. Westinghouse will continue to providedecommissioning financial assurance through appropriate finanicial instruments thatcomply with the NRC's requirements upon the closing of the indirect change ofcontrol described in the Application.

7. Toshiba concurs in Westinghouse's request that the NRC provide its consent to theindirect change of control of Westinghouse from BNFL to Toshiba as it relates to thematerials licenses, quality assurance program approvals and certificates ofcompliance listed in the Application, with such consent to be effective as of theClosing Date of the Transaction.

Toshiba would be pleased to respond to any further questions that the NRC may havewith regard to this letter.

Very truly yours

[Toshiba Authorized Signatory]

-20-L131755, Final 04-21-06